The Panel advises that it has today received an application from Anzoil NL. The application seeks a declaration of unacceptable circumstances and interim and final orders in relation to an alleged contravention by IGM Group Limited and Capersia Pty Ltd of section 606 of the Corporations Act.
The concerns raised by Anzoil in its application include the following:
- IGM and Capersia became associates of one another, and each acquired a voting power in Anzoil of 25.6%, by entering into a Share Sale Agreement on 23 August 2002. This is because completion under the Share Sale Agreement was conditional on a nominee of Capersia being appointed to the board of Anzoil, with both parties being required to use their best endeavours to satisfy this condition; and
- Although the parties to the Share Sale Agreement have purported to terminate the agreement, they continue to act as associates of one another because they seek to change the composition of the board of Anzoil.
Anzoil has sought interim orders including orders preventing IGM, Capersia and certain related parties from exercising any powers to vote at a general meeting or to requisition any meeting of members. It has also sought final orders including orders directing Anzoil not to comply with any of the notices by IGM under section 249D of the Corporations Act, or the board nominations by IGM, Capersia and another Anzoil shareholder, Dormley Pty Ltd. It has also sought final orders requiring IGM and Capersia to dispose of their shares in IGM.
The Panel notes that it has not yet considered the issues raised and makes no comment on the merits of the application. It also notes that it has not spoken to the other parties to the application and it is, therefore, unaware of their views.
The President of the Panel will shortly appoint a sitting Panel to consider the application.
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501